Commander Ivanova is in a meeting with Captain Sheridan. Since the station has been experiencing a drop in revenue recently, Earthforce has decided that Sheridan and Ivanova do not require as large of quarters as they currently have – they must either move or start paying 30 credits a week. Sheridan is outraged and flatly refuses to pay the rent or move. He insists that Ivanova refuse as well.

On Mars, Psi CopBester brutally interrogates a rogue telepath, asking for details about an "underground railroad" helping rogue telepaths. When the man refuses to divulge where the "clearing house" for the railroad is, Bester takes it via deep scan. The scan kills the man, but not before Bester learns the location: Babylon 5.

At Earhart's, Sheridan discusses the rent situation with Dr. Franklin. He is adamant about standing his ground, though Franklin bets that he will lose in the end. After they leave, Sheridan is approached by Delenn, who invites him to dinner, hoping it will help her understand humans better. Sheridan is surprised, but graciously accepts.

Bester arrives on the station soon thereafter. He meets with Sheridan, Ivanova, Michael Garibaldi, and Talia Winters and explains about the existence of the underground railroad, which he insists is operating through the station. Sheridan asks Bester and Winters to step out while he discusses the situation with his staff. No one is upset at the idea of telepaths fleeing the Psi Corps, but Garibaldi points out that the rogues are breaking the law and they have a duty to help Bester uphold it. Sheridan orders Garibaldi to give Bester whatever help he needs. While leaving, Ivanova suggests to Sheridan that he should check the files of last year regarding Bester's visits, particularly the incident with Jason Ironheart.

Meanwhile, Bester and Winters discuss the situation as they go for a walk in the Zócalo. While they talk, Bester hears some telepathic "echos," calling out "murderer." This confirms to Bester that his lead was correct about the railroad.

In Downbelow, a group of lurkers have gathered. The one who saw Bester, Rick, informs them all and they discuss his presence on the station and what it will mean. They agree that they will have to kill him to prevent him from stopping them.

Delenn joins Captain Sheridan for dinner at Fresh Air, "turning a few heads" by wearing an attractive human dress.

Garibaldi tracks down Ivanova in Earhart's, asking her point blank if she is part of the railroad (as the operation could only be pulled off by help from someone in the command staff). Ivanova truthfully informs him that she is not part of it. Garibaldi also has some news to tell her about her quarters.

Sheridan and Delenn have a good time at dinner, staying until late into the night getting to know one another (they are the last two to leave). Delenn even laughs, which surprises Sheridan.

Bester contacts Winters via Babcom, inviting her to breakfast the following the morning, hoping to get to know her better. She agrees, though clearly not happy about it. After she hangs up, she remembers his previous visit and the last time she saw Ironheart. She remembers what happened to him, and the gift he gave her. She looks down at an old Earth penny on the counter. She moves it telekinetically, propelling it with such force that it embeds itself into the wall. She is sure that Bester scanned her twice that day and wonders how he did not pick up on this new gift. She wonders if that shielding is also part of what Ironheart gave her.

Sheridan returns to his quarters at last – only to find they will not open for him. Ivanova approaches, explaining that they have both been locked out for failing to pay the required rent. He stands on his principles, refusing to allow her to pay the rent or rent somewhere else.

Back in Downbelow, the rogue telepaths begin assembling weapons. The leader has them repeat the song "Mary Had a Little Lamb" over and over, cautioning them to keep the song in their head to prevent being scanned.

Sheridan and Ivanova go to the captain's office to spend the night (his "solution" to the rent situation, at least for the night). He is still in a good mood from his date from earlier, but Ivanova just wants to sleep.

The following morning, while Bester has breakfast with Winters at the Eclipse Cafe, he senses an impending attack. He gets the warning just in time, as a pair of the lurkers open fire on him. While Winters flees the scene (along with all the other bystanders), Bester stands his ground, PPG drawn. He easily kills two of the rogues shooting at him. Winters, however, is seized by one of the rogues.

Bester goes over the attack with the command staff. Bester is ambivalent to Winters' disappearance, as she can't help to get to him, but that upsets Garibaldi, arguing it doesn't matter.

Winters awakens in Downbelow in the midst of the rogues. Frightened, she encourages them to let her go and return to the Psi Corps. One of the leaders tells her he wants her to understand why they have fled.

Dr. Franklin meets with Sheridan privately. He tells the captain that he was just contacted by the leader of the railroad who wants to meet with Sheridan alone. He assures him no harm will come to Winters if he refuses. Franklin assures the captain he can trust them, and Sheridan agrees.

Several telepaths discuss their histories with Winters. One of them explains that his brother was a telepath who took the sleepers but remained an outspoken critic of the Psi Corps – so they murdered him. Winters cannot accept this, but the lead telepath starts to talk to her about Ironheart.

Garibaldi calls Bester to his office. When he mentions it was only his duty to call him there, Bester tries to assure him that he is not the enemy, nor is he a monster. He explains that he has a wife and daughter on Mars. Garibaldi brushes off this talk, preferring to get down to business. He has managed to identify the two rogues who attacked them and learn where they were staying. He explains that he is assembling a team that will hit the location (hoping the other rogues are there as well) in an hour. He insists Bester go in with the team, and Bester agrees.

Another telepath (a P11) gives her story to Winters: after refusing to submit to an arranged marriage, she was raped and impregnated by the Corps. The baby was taken the day she gave birth and she fled the Corps immediately afterward. Again, the lead telepath appeals to Winters to help them. Winters is upset, shaken to the core about everything she believes in. The leader explains that he was friends with Ironheart and underwent the same experiments. He was modified to at least a P12, but was no where near the level that Ironheart reached. The two of them escaped together. The man says he knows Ironheart gave her a gift, and that she can help them.

Sheridan comes to Downbelow alone. He unexpectedly runs into Dr. Franklin, who explains he in fact is the one running the underground railroad. They are approached by the rogues – and Winters, who assures the captain that he should listen to what Franklin and the telepaths have to say.

Dr. Franklin explains that back on Earth, he heard lots of rumors about the terrible human rights abuses being committed against telepaths. A group of doctors had began the railroad, first by identifying latent telepaths and covering for them, then by quietly reshuffling rogues as best they could. Needing to get them away from Earth, the group began to arrange for rogues to come to Babylon 5 on business visas. Franklin explains that the free clinic he set up in Downbelow the previous year was a cover to help him funnel the rogues through the station. Sheridan is sympathetic, but finds himself in an impossible situation: if he turns Franklin in, it could cause irreparable damage to the station. Winters suggests there is an alternative, and the rogue telepath suddenly senses Bester is on the way.

Bester arrives a few minutes later, finding Winters standing side-by-side with all the rogues (with Sheridan and Franklin not present). The rogues all join hands and engage in a telepathic assault on Bester. The assault does not seem to work, however, and the lead telepath realizes it is because Winters is fighting them. She breaks away and draws a PPG. She and Bester then shoot down every single telepath. Bester commends her, confident that the "example" just set will destroy the railroad. He tells her to leave quickly and deny any knowledge of the massacre.

After he is gone, Sheridan and Franklin reenter the room: where Winters and the rogues (all alive) are still standing holding hands. He explains that all he saw was Bester enter, stand very still for a few minutes, then smile and leave. Winters explains that they created a powerful false memory in Bester. Despite Bester's powerful P12 rating, their collective power was enough to create the projection. Winters cautions Sheridan to avoid Bester before he leaves, as if he suspects something is amiss he could scan Sheridan and learn the truth. Franklin assures Sheridan that the railroad will be shut down on the station (as it has become too hot to continue). This is good enough for the captain.

Before she leaves, the lead telepath warns Winters about meeting Bester again. She is confident that she can keep him out if he tries to scan her casually. He is convinced that their trick only worked because she was present: he tells her that she is the future.

Ivanova comes to see Sheridan that night, complaining that his stand is not going to force EarthGov to change its mind. Sheridan informs her that he has come up with a solution: diverting 60 credits a week from the station's military budget to pay the rent.

Winters escorts Bester to the customs area. He confesses he is disappointed in Sheridan's lackluster cooperation and asks her to keep an eye on him. He then leaves, pausing for a moment to look back at her, but then continues on his way.

Winters then goes to see Ivanova in her quarters. She brings a bottle of wine and confesses that Susan was right all along about the Corps. She explains that she needs someone to talk to. Susan agrees, though she asks Winters to remove her Psi Corps badge before they get started.

" It's damn ironic, isn't it? The Corps got started because we were afraid of telepaths. Now they're victims of our own fears. We took away every right they had and shoved them into a big black box called Psi Corps. Now look at them: black uniforms, jack boots, giving orders. Some days they scare the hell out of me."

– Michael Garibaldi

“

"I'm not saying what I'm saying. I'm not saying what I'm thinking. As a matter of fact, I'm not thinking what I'm thinking."

– John Sheridan

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"Captain, either you snore or last night we had one helluva breach in the hull."

– Susan Ivanova

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"Well at least, I'm an intelligent lifeform, according to the Minbari.
I think I'll like that. I think I like that a lot."

The lead telepath (known only as "Lurker"), previously appeared as a Lurker who knew Stephen Petrov in "Chrysalis". As he mentioned escaping the Psi Corps with Ironheart, presumably he came aboard the station about the same time Ironheart did in "Mind War".

Talia coming to Susan and admitting she was wrong about the Psi Corps is a progression from her earlier position in solid support of the Corps: a position which prompted her to butt heads with Susan in "Midnight on the Firing Line" and "Legacies".

This episode also continues the progression in the two women's relationship: they had previously had coffee together in "Legacies", a moment when they had become friendly to one another, if not exactly friends. By the close of this episode, they are clearly becoming quite close.